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Exhibit 4.2  Form of Common Stock Purchase Warrant Issued on December 17, 1999

                         VIRTUAL TECHNOLOGY CORPORATION
                          COMMON STOCK PURCHASE WARRANT

         Virtual Technology Corporation, a Minnesota corporation (the
"Company"), hereby agrees that, for $                   value received,
                             is entitled, subject to the terms set forth below,
to purchase from the Company at any time or from time to time on or after
December 17, 1999, and before 5:00 p.m., Minneapolis, Minnesota time, on
December 17, 2004,                 (              ) shares (subject to reduction
and other adjustments below) of the Company's Common Stock, par value $.001 per
share, at an exercise price of $0.50 per share (the "Warrant Shares").

1.       Exercise of Warrant. The purchase rights granted by this Warrant shall
be exercised (in minimum quantities of 100 Warrant Shares) by the holder
surrendering this Warrant with the form of exercise attached hereto duly
executed by such holder, to the Company at its principal office, accompanied by
payment, in cash or by wire transfer or cashier's check payable to the order of
the Company, of the purchase price payable in respect of the Warrant Shares
being purchased. If less than all of the Warrant Shares purchasable hereunder
are purchased, the Company will, upon such exercise, execute and deliver to the
holder hereof a new Warrant (dated the date hereof) evidencing the number of
Warrant Shares not so purchased. As soon as practicable after the exercise of
this Warrant and payment of the purchase price, the Company will cause to be
issued in the name of and delivered to the holder hereof, or as such holder may
direct, a certificate or certificates representing the Warrant Shares purchased
upon such exercise. The Company may require that such certificate or
certificates contain on the face thereof a legend substantially as follows:

         "The transfer of the shares represented by this certificate is
restricted pursuant to the terms of a Common Stock Purchase Warrant dated
December 17, 1999, issued by Virtual Technology Corporation, a copy of which is
available for inspection at the offices of the Company. Transfer may not be made
except in accordance with the terms of the Common Stock Purchase Warrant. In
addition, no sale, offer to sell or transfer of the shares represented by this
certificate shall be made without (i) the opinion of counsel satisfactory to the
Company that such sale, offer, or transfer may be made without registration or
qualification under the Securities Act of 1933, as amended, and applicable state
securities laws or (ii) such registration or qualification."

2.       Negotiability and Transfer. This Warrant is issued upon the following
terms, to which each holder hereof consents and agrees:

         (a) Until this Warrant is duly transferred on the books of the Company,
the Company may treat the registered holder of this Warrant as absolute owner
hereof for all purposes without being affected by any notice to the contrary.

         (b) Each successive holder of this Warrant, or of any portion of the
rights represented thereby, shall be bound by the terms and conditions set forth
herein.

3.       Secured Redemption Rights and Adjustments of this Warrant Related
Thereto. At any time that this Warrant is outstanding and has not been exercised
in any part, the holder hereof may demand in writing the redemption of the right
to acquire              [one-half] of the Warrant Shares hereunder (the "Secured
Warrant Portion") for $             [the original issuance price]. If the holder
receives good funds from the Company upon such redemption demand within seven
(7) calendar days of the date of such redemption demand, then the right to
acquire the Warrant Shares upon exercise of the Secured Warrant Portion shall
lapse. If the holder does not receive good funds from the Company upon such
redemption demand within such seven (7) calendar days, then no such reduction in
this Warrant shall take effect, but the right of the holder to be paid the
$            [original issuance price] shall continue absolutely. [Optional: The
holder's redemption rights hereunder shall be secured by the Company's pledge
hereby of 100,000 shares of Common Stock of Maximum Holdings, Inc. (the "Maximum
Shares"). The holder may exercise all rights under the Minnesota Uniform
Commercial Code with respect to foreclosing on the Maximum Shares at any time
that the redemption obligation of the Company hereunder is in default. However,
despite the foregoing, upon any


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default, the holder shall be deemed to have immediate title to the Maximum
Shares, subject to the Company's right within six months of the default to
redeem the Maximum Shares back from the holder upon payment of the $
[original issuance price]; provided, however, that prior to such payment the
holder has not given the Company written notice of its intention to retain the
Maximum Shares in lieu of receipt of the $                    [original issuance
price] (which notice shall terminate the Company's right of redemption as to the
Maximum Shares). In no event shall the redemption of the Secured Warrant Portion
or holder's foreclosing on the Maximum Shares affect the holder's right to
exercise this Warrant with respect to the other                  [one-half] of
the Warrant Shares purchasable hereunder.]

4.       Antidilution Adjustments. If the Company shall at any time hereafter
subdivide or combine its outstanding shares of Common Stock, or declare a
dividend payable in Common Stock, the exercise price in effect immediately prior
to the subdivision, combination, or record date for such dividend payable in
Common Stock shall forthwith be proportionately increased, in the case of
combination, or proportionately decreased, in the case of subdivision or
declaration of a dividend payable in Common Stock, and the number of Warrant
Shares purchasable upon exercise of this Warrant immediately preceding such
event, shall be changed to the number determined by dividing the then current
exercise price by the exercise price as adjusted after such subdivision,
combination, or dividend payable in Common Stock and multiplying the result of
such division against the number of Warrant Shares purchasable upon the exercise
of this Warrant immediately preceding such event, so as to achieve an exercise
price and number of Warrant Shares purchasable after such event proportional to
such exercise price and number of Warrant Shares purchasable immediately
preceding such event. All calculations hereunder shall be made to the nearest
cent or to the nearest one-hundredth of a share, as the case may be. No
fractional Warrant Shares are to be issued upon the exercise of this Warrant,
but the Company shall pay a cash adjustment in respect of any fraction of a
share which would otherwise be issuable in an amount equal to the same fraction
of the market price per share of Common Stock on the day of exercise as
determined in good faith by the Company. In case of any capital reorganization
or any reclassification of the shares of Common Stock of the Company, or in the
case of any consolidation with or merger of the Company into or with another
corporation, or the sale of all or substantially all of its assets to another
corporation, which is effected in such a manner that the holders of Common Stock
shall be entitled to receive stock, securities, or assets with respect to or in
exchange for Common Stock, then, as a part of such reorganization,
reclassification, consolidation, merger, or sale, as the case may be, lawful
provision shall be made so that the holder of the Warrant shall have the right
thereafter to receive, upon the exercise hereof, the kind and amount of shares
of stock or other securities or property which the holder would have been
entitled to receive if, immediately prior to such reorganization,
reclassification, consolidation, merger, or sale, the holder had held the number
of Warrant Shares which were then purchasable upon the exercise of the Warrant.
In any such case, appropriate adjustment (as determined in good faith by the
Board of Directors of the Company) shall be made in the application of the
provisions set forth herein with respect to the rights and interest thereafter
of the holder of the Warrant, to the end that the provisions set forth herein
(including provisions with respect to adjustments of the exercise price) shall
thereafter be applicable, as nearly as reasonably may be, in relation to any
shares of stock or other property thereafter deliverable upon the exercise of
the Warrant. When any adjustment is required to be made in the exercise price,
initial or adjusted, the Company shall forthwith determine the new exercise
price and (a) prepare and retain on file a statement describing in reasonable
detail the method used in arriving at the new exercise price and (b) cause a
copy of such statement to be mailed to the holder of the Warrant as of a date
within ten (10) days after the date when the circumstances giving rise to the
adjustment occurred.

5.       Demand Registration Rights. The Company agrees to use its best efforts
by April 1, 2000 to file a registration statement under the Securities Act of
1933, as amended (the "Act"), on Form S-1 (or if available, on Form S-2 or S-3)
covering all or such part of the Warrant Shares, and all or such part of any
other shares of Common Stock of the Company underlying options, warrants or
other rights to acquire such securities then held by such original holder, as to
which the original holder may prior to April 1, 2000 request registration of in
writing.

         (a) Obligations of Holder. It shall be a condition precedent to the
obligation of the Company to register any Warrant Shares or other Common Stock
pursuant to this Section 5 that the original holder hereof shall furnish to the
Company such information regarding the


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Warrant Shares or other Common Stock held by such seller and the intended method
of disposition thereof and other information concerning the seller as the
Company shall reasonably request and as shall be required in connection with the
registration statement to be filed by the Company.

             (b)  Registration Procedures. If and whenever the Company is
required by the provisions of this Section 5 to effect the registration under
the Act of Warrant Shares or other Common Stock owned by the original holder
hereof, until the Common Stock covered by such registration statement has been
sold or for nine (9) months after effectiveness, whichever is the shorter period
of time, the Company shall:

                  (i) Prepare and file with the Securities and Exchange
Commission ("SEC") and/or any applicable state securities agency a registration
statement with respect to such Common Stock and use its best efforts to cause
such registration statement to become and remain effective within 60 days after
the demand for registration made hereunder by the original holder;

                  (ii) Prepare and file such amendments to such registration
statement and supplements to the prospectus contained therein as may be
necessary to keep such registration statement effective;

                  (iii) Furnish to the original holder hereunder such reasonable
number of copies of the registration statement, preliminary prospectus, final
prospectus and such other documents as such holder may reasonably request in
order to facilitate the public offering of its securities;

                  (iv) Notify the original holder hereunder promptly after it
shall receive notice thereof of the time when such registration statement has
become effective or a supplement to any prospectus forming a part of such
registration statement has been filed;

                  (v) Notify the original holder hereunder promptly of any
request by the SEC or applicable state securities agency for the amending or
supplementing of such registration statement or prospectus or for additional
information;

                  (vi) Prepare and file promptly upon the request of the
original holder hereunder any amendments or supplements to such registration
statement or prospectus which, in the opinion of counsel to the original holder
hereunder, are required under the Act or the rules and regulations thereunder in
connection with the distribution of Common Stock by such holder;

                  (vii) Prepare and promptly file with the SEC and promptly
notify the original holder hereunder of the filing of such amendment or
supplement to such registration statement or prospectus as may be necessary to
correct any statements or omissions if, at the time when a prospectus relating
to such securities is required to be delivered under the Act, any event shall
have occurred, the result of which any such prospectus or any other prospectus
as then in effect would include an untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein, in light of
the circumstances in which they were made, not misleading;

                  (viii) In case the original holder hereunder is required to
deliver a prospectus at a time when the prospectus then in circulation is not in
compliance with the Act, the Company will prepare and file such supplements or
amendments to such registration statement and such prospectus or prospectuses as
may be necessary to permit compliance with the requirements of the Act;

                  (ix) Advise the original holder hereunder, promptly after it
shall receive notice or obtain knowledge thereof, of the issuance of any stop
order suspending the effectiveness of such registration statement or the
initiation or threatening of any proceeding for that purpose and promptly use
its best efforts to prevent the issuance of any stop order or to obtain its
withdrawal if such stop order should be issued; and

                  (x) Not file any amendment or supplement to such registration
statement or prospectus to which the original holder hereunder shall reasonably
have objected on the

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grounds that such amendment or supplement does not comply in all material
respects with the requirements of the Act or the rules and regulations
thereunder, after having been furnished with a copy thereof at least two (2)
business days prior to the filing thereof.

         (c) Expenses. With respect to the inclusion of shares of Common Stock
in a registration statement pursuant to this Section 5, all reasonable fees,
costs, and expenses of and incidental to such registration, inclusion and public
offering in connection therewith shall be borne by the Company; provided,
however, that the original holder hereof shall bear its pro rata share of any
underwriting discounts and commissions and shall bear any fees and disbursements
of accountants and counsel retained by it (other than accountants and counsel
also retained by the Company).

         (d) Adjustment in Number of Warrants if Registration Statement not
Timely Effected. If the Company fails to obtain effectiveness on or before May
31, 2000, of the registration statement demanded above by the original holder
hereof, then ipso facto and without any action on the part of the original
holder hereof or the Company, this Warrant will automatically be adjusted to
represent the right to purchase twice the number of Warrant Shares (i.e.,
              Warrant Shares if the Secured Warrant Portion has been redeemed or
              Warrant Shares if the Secured Warrant Portion has not been
redeemed).

6.       Notices. The Company shall mail to the registered holder of the
Warrant, at its last known post office address appearing on the books of the
Company, not less than fifteen (15) days prior to the date on which (a) a record
will be taken for the purpose of determining the holders of shares of Common
Stock entitled to dividends (other than cash dividends) or subscription rights
or (b) a record will be taken (or in lieu thereof, the transfer books will be
closed) for the purpose of determining the holders of common stock entitled to
notice of and to vote at a meeting of shareholders at which any capital
reorganization, reclassification of common stock, consolidation, merger,
dissolution, liquidation, winding up, or sale of substantially all of the
Company's assets shall be considered and acted upon. Any other notice or
communication required or permitted hereunder shall in writing and shall be
deemed to have been given, when received, if delivered by hand, telegram, telex
or telecopy, and, when deposited, if placed in the mails for delivery by air
mail, postage prepaid, addressed to the appropriate party as specified on the
first page of this Agreement; provided, however, that any notice sent to the
holder (if by telefax, to                          ) shall also be sent to
                                      (if by telefax, to                   );
and provided further, that any notice sent to the Company (if by telefax, to
612/823-7054) shall also be sent to Jeffrey C. Robbins, Esq., Messerli & Kramer
P.A., 150 South Fifth Street, Suite 1800, Minneapolis, Minnesota 55402 (if by
telefax, to 612/672-3777). Addresses may be changed by written notice given
pursuant to this Section; however, any such notice shall not be effective, if
mailed, until three (3) working days after depositing in the mails or when
actually received, whichever occurs first.

7.       Reservation of Common Stock. A number of shares of Common Stock
sufficient to provide for the exercise of the Warrant and the Warrant Shares
included therein upon the basis herein set forth shall at all times be reserved
for the exercise thereof.

8.       Miscellaneous. Whenever reference is made herein to the issue or sale
of shares of Common Stock, the term "Common Stock" shall include any stock of
any class of the Company other than preferred stock that has a fixed limit on
dividends or a payment preference in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company. The Company will not, by
amendment of its Articles of Incorporation or through reorganization,
consolidation, merger, dissolution, or sale of assets, or by any other voluntary
act or deed, avoid or seek to avoid the observance or performance of any of the
covenants, stipulations, or conditions to be observed or performed hereunder by
the Company, but will, at all times in good faith, assist, insofar as it is
able, in the carrying out of all provisions hereof and in the taking of all
other action which may be necessary in order to protect the rights of the holder
hereof against dilution. Upon written request of the holder of this Warrant, the
Company will promptly provide such holder with a then current written list of
the names and addresses of all holders of warrants originally issued under the
terms of, and concurrent with, this Warrant. The representations, warranties,
and agreements herein contained shall survive the exercise of this Warrant. This
Common Stock Purchase Warrant shall be interpreted under the laws of the State
of Minnesota, exclusive of its conflict of laws rules. All

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Warrant Shares or other securities issued upon the exercise of the Warrant shall
be validly issued, fully paid, and nonassessable, and the Company will pay all
taxes in respect of the issuer thereof. Notwithstanding anything contained
herein to the contrary, the holder of this Warrant shall not be deemed a
shareholder of the Company for any purpose whatsoever until and unless this
Warrant is duly exercised.

         IN WITNESS WHEREOF, the undersigned has caused this Warrant to be
signed by its duly authorized officer this 17th day of December, 1999.


                                     VIRTUAL TECHNOLOGY CORPORATION



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